Midterm Anxiety
by Nitroid
Summary: Midterms are fast approaching with an impending doom, and the boys are having a study session at Ichigo's place. With all the obvious tension floating around, it's tough not to get a little sidetracked. AU, mature. Grimmjow vs Stark x Ichigo, threesome.


**Summary:** Midterms are fast approaching with an impending doom, and the boys are having a study session at Ichigo's place. With all the obvious tension floating around, it's tough not to get a little sidetracked. AU, mature. Grimmjow vs Stark x Ichigo, threesome.

x

"What are you doing?" Stark tossed a wad of unwanted notepaper at Grimmjow, who was riffling around under Ichigo's bed. "This isn't your house."

"I _know_ that, shut up. You won't believe the junk I've found in here." Grimmjow muttered, dragging a dusty plastic box out with both hands. "What the hell's this?"

Ichigo looked up from where he was poring over his chemistry notes. "No idea. I've never seen that box before."

Stark shot him a questioning look. "Then what's it doing under your bed?"

Shrugging, Ichigo pulled some books away from Grimmjow, who was approaching the duo with a look of pure curiosity. Dumping the box unceremoniously on the foldable table, Grimmjow yanked open the lid and placed it on the floor beside him.

When the trio leaned in to look inside, a full color cover of a naked woman with ropes bonded around her body greeted them brightly.

"Whoa." Stark looked from Grimmjow to Ichigo. "You're into bondage, Ichigo?"

Rolling his eyes, Ichigo made sure his answer was fairly dripping with sarcasm. "Oh yeah, I love seeing chicks tied up and gagged."

It was Grimmjow's turn to ogle. "You've got some kink, man."

"Come on, you guys know I don't swing that way." Ichigo scowled, dragging the plastic box toward him. "Now let's check out what other goodies this box has."

Stark looked at the little round clock hanging on the wall above his best friend's bed. "It's almost eleven pm."

"It's a Saturday tomorrow, remember?" Grimmjow waved a hand dismissively. "We've still got a week or so until midterms, so what are you worrying for?"

"We haven't covered Physics yet, idiot. And I'm way behind on Biology, thanks to the drama club." Running a hand through his curly brown hair, Stark shot his books a look of contempt.

"We've been studying like mad for the past two weeks, anyway." Ichigo tried to console his friends. "And for the past four hours. We should really take a break."

"Hey, I never knew you were such a perv," Grimmjow nudged Ichigo, who glared at him in response.

"Eager, aren't you, Ichigo?" Stark grinned knowingly at Grimmjow, who winked back.

"Shut up, you guys!" Ichigo flushed in embarrassment, tugging out magazine after magazine from the neatly arranged pile.

The boys flipped through page after page, admiring the seductive poses of the women splayed out on the glossy paper. They spent several long minutes scrutinizing a certain page where two busty brunettes were making out on a park bench in the nude. All three of them agreed that they should have been in that park, especially near that very lucky bench. And then Stark lifted out the last magazine from the pile with an 'ooh' of surprise.

"Ooh?" Grimmjow looked up, eying his friend curiously. "Did you find something good?"

"I'm not sure about good, but it's definitely something all right."

Curiosity piqued, the boys clambered around until they were flanking Stark, who held a thin magazine with embossed pages. The cover was of a shiny gray hue, with the words 'Boy Lookbook' printed in bright pink capital letters.

"Okay, that's so gay." Grimmjow made a face.

Stark reached over and flicked him on the forehead. "For the past six years, I've been telling you to think before you put your foot in your mouth."

Both boys glanced nervously at Ichigo, who shrugged it off with a smile. "Doesn't he always have his foot in his mouth?"

"Seems to be permanent thing," Stark agreed with a sneer.

"What's a boy look book?" Grimmjow asked, studying the magazine dubiously.

"Like a porn magazine, minus the females," Ichigo answered impatiently. "Anyway, let's look inside."

"Hey, shouldn't we get back to studying?" Stark asked, watching the minute hands of Ichigo's clock worriedly. "It's nearing one a.m. now."

"Would you just chill?" Grimmjow reached over Ichigo to ruffle Stark's hair. "We've got all night, and tomorrow morning. And the whole of next week. I'd say we've earned this break."

Wordlessly, Stark flipped the book open to a random page, and the boys inhaled a simultaneous breath of surprise.

A photo of a gorgeous feminine looking teenage male stared back at them with all its nude glory. The boy had a bright red and gold kimono pooled artistically at his feet, while he posed in a seductive manner. He was erect, with a gold colored cock ring strapped on him. The innocent, wanton look on his face boosted the sexiness rating.

"An eight," Stark breathed, nodding at Ichigo, who slid a tongue over his lips in voiceless agreement.

"I'd say an eight point five, and I'm straight." Grimmjow leaned one arm over Ichigo's shoulders. "He's got great legs."

Stark turned to the next page, his concerns about revision and exams completely forgotten. "Whoa."

It was a two page spread, depicting a steaming hot threesome between two brunettes and a blond. Both brunettes were thrusting in the blond, on a wide, fluffy bed that looked like it came straight out of a designer showroom. All three boys were fairly attractive and nicely toned; with enough muscle and shiny, wet skin that was obviously the work of a skilled makeup artist. Or it could just be real sweat. Or even water vapor from the drool of the photographers condensing in the heated air. The blond's legs were outstretched, toes curled with his head thrown back on the white pillows. Above him, Brunette One was sucking on Blond's right nipple, while Brunette Two sucked on his neck from behind, fondling Blond's leaking cock with one hand.

"Amazing," Ichigo sighed, leaning back into Grimmjow's hard chest for support. "What I wouldn't give to be fucked like that."

Rubbing the back of his neck, Stark blinked at him. "Yeah … I'm gonna pretend I didn't hear that."

"I like the blond." Grimmjow declared as he kept his eyes on the photo, nudging Ichigo slightly toward Stark so he could have more ogling space. "He's got this amazing 'I want more' look on his face."

"Are you sure this book isn't yours, Ichigo?" Ever the logical one, Stark shot his friend a sideways glance.

"Would I be this interested if it was?" the orange haired teen muttered defensively. "I can't believe something as awesome as this was just hiding under my bed all this while."

"True that." Grimmjow settled the scene with his commanding tone. "Now turn the page."

"Quit leaning on my arm." Stark told Ichigo.

"Quit pushing me." Ichigo turned to Grimmjow, who complied with a superior sigh and an eye roll.

Stark flipped again, this time revealing a color page with a helpless looking teenage boy, slim red tentacles surrounding him – gripping his wrists, ankles and weeping cock. A thicker, scalier tentacle in the shape of an abnormally large cock thrusting into him halfway. The teen was in mid-gasp, eyes half-lidded as he rode out his orgasm. His hair was tousled and matted with sweat – or water – and his toes were curled, as were his fists.

"The tentacles look disgusting." Grimmjow muttered. "Is that even real?"

"Way to ruin the moment!" Turning around, Ichigo flicked his blue haired friend on the forehead.

Swatting his hand away, Grimmjow recovered and blinked. "… Was there a moment?"

Stark chuckled. "Okay, okay, I'm turning the page."

The next page wasn't very interesting, just a couple of cute looking boys making out in a soapy bathtub. Naked of course and both extremely wet. Again, Stark concluded that it was just water. Or sweat.

"Who sweats in a bathtub?" Ichigo pointed out with a small laugh, leaning comfortably back into Grimmjow.

Grimmjow released a soft groan.

Stark turned to look at his friends, who were both unexpectedly frozen in place. "What just happened?"

Ichigo swallowed and blinked, reaching around with one tentative hand to remove himself from his friend. Grimmjow avoided both his friends' gazes.

"He's hard." Stark realized on his own, setting the magazine down on Ichigo's table. "Well, so am I."

"You too?" Ichigo gaped, turning back to look at Stark for confirmation.

It was true.

The boys stared at each other, shrouded in a blaze of awkward silence.

"… Well …" Stark trailed off, breaking the quiet.

"Hold up, wait a minute, how come you aren't?" Grimmjow asked curiously, lifting Ichigo's arm out of the way to check.

Stark frowned down at Ichigo's pants. "That's what I'd like to know too."

Feeling a blush creeping up his cheeks, Ichigo covered his crotch area with his hands, looking as indignant as possible. "S-Stop looking, you two!"

"We're both straight, as far as I know," Stark rationalized thoughtfully, leaning in closer to watch his orange haired friend's face intently. "So shouldn't you be the one who's erect?"

Ichigo shrugged, trying to inch away from Stark. "How would I know? You're creeping me out!"

Grimmjow slapped one hand on the foldable table, his blue eyes ablaze with something close to a mixture determination and uncertainty.

"Exactly!" He bawled, glaring arrows of curious demands at Ichigo, who shrank back a little with surprise. "Did you lie to us after all?"

Positively bewildered, Ichigo could only gape at him. Stark saved him by translating Grimmjow's angry outburst.

"He means, did you lie to us about your preference?"

Grimmjow nodded fervently in agreement while Ichigo sputtered. Both his friends stared.

"Like I'd lie about something like that!" The enraged teen defended himself vehemently. "Stop pressuring me with your eyeballs!"

"We find it hard to believe you, you know. After all, we did find these porn magazines under your bed." Stark ran a hand through his wavy brown hair, shifting his gaze from the stack of magazines to his blushing friend.

"There was no _we_ in that, _I_ was the one who found it." Grimmjow muttered with a disgruntled frown. "You guys were too busy accusing me of being nosy."

Ichigo shook his head exasperatedly. "I wasn't! I was trying to finish reading about electroplating materials!"

"Don't try to veer away from the subject, Ichigo." Stark laid a hand casually on his friend's jean clad thigh. "If you're straight, it's fine. I just don't get why you had to say you weren't."

"Tell me about it," Grimmjow sighed, leaning his elbow on the table. "I thought you said we were your best friends. Friends tell each other everything, right?"

Ichigo nodded. "I - "

"We're still your friends." Avoiding Ichigo's eyes, Stark compromised without skipping a beat. "But still … you could have just told us the truth."

Ichigo nodded again, trying to think of the quickest, shortest way to tell his friends this was all a big misunderstanding.

Grimmjow smirked. "I really don't get you, Ichi."

Inhaling deeply, Ichigo shut his eyes and counted to ten. He loved both his friends, but they could be so irritating sometimes. Scratch that, they were irritating all the time. They would say things that pissed him off, and they'd get under his skin like lizards burying into sand. Then they'd play around with his feelings and piss him off even further. Ichigo hated that, because they were his friends and he loved them equally and _why_ on earth did they have to be so exasperating? He wondered why he even let them get away with it. If it were any other guy, they would have been punched in the face by now.

"Alright, fine," He exhaled a sigh of defeat. "Look, if you guys want me to prove I'm gay, then I'll do anything, okay?"

Stark turned back to look at him with a strange glint in his gray eyes. Vaguely, Ichigo wondered if he had said the right thing. Grimmjow straightened up, looking at Ichigo as if seeing him for the first time.

There was another awkward silence, this time mainly on Ichigo's part.

"Really," Grimmjow breathed his response, startling Ichigo by slipping his hand onto his thigh as well. "Anything, you say?"

"Yeah, I don't like repeating myself, so just get on with whatever you want me to do already." Ichigo faced the wall before him with a huff. "You guys really piss me off, you know that?"

He failed to notice the judicious glance exchanged between both his best friends. Packing his murderous intent at the wall, Ichigo felt the annoyance seep out of him almost instantly when his left ear being licked by a warm, wet tongue.

"H-Hey!" Covering his ear with one hand, Ichigo shifted from his seat on the floor, trying to fix a glare at Stark, who was smiling serenely.

It was rare that Stark smiled without having an ulterior motive, so Ichigo knew that something was definitely going to happen – and by the looks of it, it wasn't going to be anything good. The amber eyed teen felt his heart practically leap into his throat when a pair of hands suddenly started fumbling with his fly.

"What the hell do you think you're doing?" Ichigo grabbed at the hands, which belonged to Grimmjow.

"You were wide open."

"What kind of answer is _that_?"

In the midst of his alarm, Ichigo blinked and looked up as Stark got to his knees, towering over him. Wavy brown hair shrouded his face, casting shadows and creating a malicious glint in his normally expressionless eyes.

Drawing breath, Ichigo intended to demand of his friends just _what _they thought they were doing, and if they had any _sense_ left in their heads, did they even think of _who_ they were doing this to? – but was interrupted in mid-breath when Stark cupped his face between his big hands and leaned in close.

Praying that Stark wasn't going to do what he thought he was going to do, Ichigo squinched his eyes shut and gritted his teeth.

"Ah, you're so eager." Stark remarked, using his thumb to trace Ichigo's lips. "Are you planning on puckering up for me?"

Behind them, Grimmjow snickered, hands freely roaming Ichigo's chest. Using his fingers, he pressed and pinched at Ichigo's nipples through the fabric of his shirt. "His nipples are hardening."

It was true. Embarrassed, Ichigo swatted at Grimmjow's hands, blushing a furious shade of red.

"Anyone's nipples would do the same if you did that to them!" he turned around as best he could – it was rather difficult, due to his sandwiched position – and mustered up the haughtiest glare he could offer to his mischievous blue haired friend.

Grimmjow responded with a look of mock surprise. "Oh, is that so? But yours seemed to perk up really quickly. Maybe you really are gay after all."

"That's what I've been trying to tell you - "

Stark interrupted Ichigo's rant rather unceremoniously by grabbing his chin and tilting his face upward. "You always let your guard down."

Without a moment's hesitation, Stark leaned down to claim his orange haired friend's lips. Stunned, Ichigo parted his lips. That gave Stark an opportunity to stick his tongue into Ichigo's mouth, swirling saliva over the amber eyed teen's tongue and sliding under, over, above, everywhere. Placing his hands against Stark's chest, Ichigo tried to push his friend away, but hands clutched at his wrists and pulled them out of the way. Another pair of hands grazed Ichigo's abdomen, sending a spike of something unexpected – lust, maybe – before travelling southward of his navel.

"Ah! No!" Ichigo broke away from the heated kiss, feeling Grimmjow's hands slide over the garter of his boxers – how his friend managed to unzip his fly all the way without him realizing was beyond Ichigo's comprehension – and tickle the hair lying just beneath. "D-Don't!"

"Why not?" Stark asked, keeping Ichigo's wrists in his tight grasp. "Your body seems to be responding accordingly."

"It is _not_!" Ichigo tried to protest, but what came out was "Nnn_mm_!" because Grimmjow fingers had decided to explore a little further down inside his boxers, which were quickly becoming embarrassing due to the pink strawberry and heart pattern on the sides.

"You're twitching," Grimmjow noted in a husky voice, flicking out his tongue at Ichigo's ear. "I can feel your cute little cock asking for more."

"W-What are you s-saying?" Ichigo flushed from sheer embarrassment.

"Move a little, Grimmjow. I want to feel him too." Stark was already in the process of tugging down Ichigo's jeans. "Oh, strawberry boxers. Cute."

"Mine have panthers on them," Grimmjow announced, nibbling on the sensitive skin at Ichigo's neck.

"No one asked you!" Ichigo blurted out. "Nnn! Stop that!"

Stark grinned. "Well, mine have wolves on them."

"You guys are animals!" Ichigo wailed, struggling to free himself. "Let go!"

Both his captors leaned in close to chorus an ominous "No." Ichigo cringed when their faces were mere centimeters from his own.

"Strip him," Grimmjow commanded abruptly. "I want to see him."

Stark frowned slightly at his authoritative tone. "Don't order me around."

"Don't act all high and mighty, you know you were thinking the same thing." Smirking roguishly, Grimmjow thrust two fingers inside Ichigo's mouth. "Alright, suck."

"Make sure you get them nice and wet." Stark smiled, tugging off Ichigo's boxers smoothly.

"Uhn." Ichigo objected around a mouthful of fingers. "Nnn!"

His legs were bare, and his shirt was pushed up to bunch around atop his chest. His nipples were pert and slightly reddened from Grimmjow's teasing. Ichigo's cock gave a little twitch when he noticed Stark watching him with those unfathomable gray eyes.

"He's making strange sounds." Grimmjow snickered. "Hey, get something to tie his wrists up so you don't have to keep holding them like that."

Stark shook his head, releasing Ichigo's wrists. "No. I want to see how far he can resist before his walls cave in."

Honey brown eyes widening, Ichigo grabbed at Grimmjow's hand and yanked it away from his face. "Watch it! Are you trying to choke me?"

Stark's eyes narrowed as he met Grimmjow's blue irises. "Be gentle with him. This is his first time."

"How do you know that?" Grimmjow snapped jealously. "And I'm being gentle, alright?"

"He told us, don't you remember?"

"When?"

"During football training." Stark rolled his eyes. "Not surprising that you probably didn't hear; I know you like watching the cheerleaders practice."

There was a crackling feel of tension in the air.

"Are you calling me unfaithful?" Grimmjow growled.

"I'll let Ichigo be the judge of that." Stark replied scornfully.

Both males turned to the unsuspecting teen, who quailed under the pressure. Looking from one best friend to the other, Ichigo swallowed nervously before gathering up the courage to speak.

"What are you guys talking about?"

"We're going to have to prove it to you, then," Stark decided, placing both palms on Ichigo's thighs, as if anchoring him down.

Grimmjow nodded, a lecherous grin spreading over his face. "Absolutely."

Ichigo was about to demand what his best friends thought they were doing, and if they had any sense at all left in their hormone addled brains, they would think of the weird, awkward situation they were in, because this wasn't the sort of thing regular male teenagers did on a night study session before midterm exams – but Grimmjow's big hand was gripping his cock and stroking with just the right amount of pressure, and Ichigo's vocal cords were reduced to little gasps and moans.

"Ah! Nnn, no … oh!"

Stark ran his tongue across his lips. Sliding one hand onto Ichigo's chest, the brunette toyed with his nipples, rubbing them gently between thumb and forefinger, then pinching and pulling the hardened nubs playfully. He smirked at Grimmjow when Ichigo released a series of moans.

"Is Grimmjow playing with a good spot?" Stark asked, fully aware of the embarrassment displayed on Ichigo's cheeks.

"Mmm!" Ichigo bit his bottom lip in an effort to quell the strange sounds he was making. He didn't quite succeed. "Nnn … mmm!"

"Don't do that," Grimmjow gave Ichigo's cock a particularly rough stroke. "We want to hear you moan. Don't we, Stark?"

"Oh yeah." Stark readily agreed, leaning down to latch onto one of Ichigo's nipples.

Ichigo felt his heart beating fast. His head was swimming, and he felt a little lightheaded. The combination of feeling his nipples getting pinched and sucked while his cock was fondled was sending waves of pleasure coursing through his body.

"Ahh," he moaned, jerking his body involuntarily as Grimmjow pumped his steadily growing erection. "No … stop …!"

"Okay." Grimmjow let go, much to Ichigo's surprise – and dismay. "There, I've stopped."

His hand was still wrapped around Ichigo's cock, though. Smirking, Stark continued his ministrations, trailing little kisses and licks down Ichigo's torso. Every few kisses, he would stop to knead and suck at his pert nipples. Ichigo could feel Grimmjow's erection pressing into him from behind. Ichigo bit his bottom lip, half wishing he hadn't arranged a study session on this fateful night.

The warm, growing heat was killing him. It didn't help that Grimmjow was squeezing him gently, but not moving his hand otherwise. On the other hand, Stark was doing a pretty good job sending thrills of pleasure and lust through him. His tongue could do amazing wonders in all the right places.

"Nnn," Ichigo breathed, fingers tousling Stark's hair. "Oh! S-Stark!"

"Don't forget about me," Grimmjow whispered, licking at the shell of Ichigo's ear. "I'm not going to move until you tell me to."

"Y-You big tease … mmm …" Ichigo leaned back into Grimmjow's delicious warmth, enjoying the feel of Grimmjow's lips on his neck.

The scent of his best friends' aftershaves mingled together smelled amazing. Ichigo bucked his hips into Grimmjow's hand when he felt the need for more friction.

"Move … please?" He turned to look up at him with half-lidded eyes, lips parted slightly as he panted.

"Ah, no … don't t-touch …!" Ichigo gasped out his protest, jerking backward involuntarily when he felt Stark's finger pressing against his hole. "Ah! Ah – haaa~nnn…"

Grimmjow was quickly distracting him by tilting his head upward, claiming his lips in a hungry open-mouthed kiss. Ichigo reached up to grasp at Grimmjow's thick blue hair, pulling him downward to deepen the kiss. Stark prodded Ichigo once more before plunging one slick lube coated finger in, swiftly pushing in another finger right after.

"Mmm … nnnahhhnnn!" Moaning into the kiss, Ichigo gripped at Grimmjow's arm, digging his blunt nails into his skin. "Oh … so hot …"

Tweaking at his nipples, Grimmjow smirked when he received the right reaction from Ichigo – a breathless gasp and a twitch from his cock. Already, Ichigo was leaking precome, the whitish liquid dribbling down his weeping cock to his inner thighs and onto his carpet. Patiently, Stark took his time scissoring and rubbing his fingers inside Ichigo, searching for his sensitive spot. Leaning down, he nipped and sucked at Ichigo's chest, leaving reddish marks all over – a sign of possessiveness. Grimmjow let his hand travel southward to cup Ichigo's ball sacs, rubbing gently at the soft skin between his sacs and throbbing hole with a finger. His hand brushed against Stark's, and they shared a hungry look.

Breaking away from Ichigo, Grimmjow slid a hand around Stark's neck, guiding him closer. Their lips met and a fierce battle for dominance ensued. Stark swirled his tongue over Grimmjow's not caring that there was a thin trail of saliva running down his chin. Grimmjow tasted like Ichigo, and something else besides. He couldn't quite place it, but it was incredibly sexy. Stark felt his own cock respond with a twitch.

"Uhn." His eyes fluttered shut as he allowed Grimmjow to take the lead, nibbling at his lips and toying with his tongue.

"You guys are … really sexy." Ichigo breathed, his honey brown eyes watching his best friends make out intently.

Stark pulled away from Grimmjow, a light blush tinting his cheeks. "Ah … we weren't …"

"I might not be so straight after all." Grimmjow declared openly, grinning at Stark. "You're one hell of a damn good kisser."

In response, Stark stretched his fingers in deeper, causing Ichigo to jerk with a yelp, and then a moan.

"Hya~ … ah! Stark!"

Grimmjow continued his ministrations over Ichigo's swollen sacs, squeezing with just the right amount of pressure. He could feel Ichigo twitching against his chest. He touched Ichigo's cock, pressing down on the tip with his thumb. Stark lowered himself and licked at Grimmjow's fingers, simultaneously lapping at Ichigo's precome.

"Suck." Grimmjow commanded, thrusting his fingers into Stark's mouth. "God, you look so hot."

The heat in the room was increasing, as if someone had turned on a radiator. Ichigo's spiky fringe was matted with sweat as he moaned around Grimmjow's mouth, playing with his tongue. Stark's fingers were frequently rubbing against his sweet spot now. The pain had somehow vanished, leaving a soft haze of pleasure.

"Oh … c-coming!" Ichigo gasped out as Stark wiggled his fingers expertly. The orange haired teen managed to hold out for a few more seconds before spurting white seed over his abdomen, accompanied with a long moan.

"I love the noises he makes." Grimmjow allowed Ichigo to sag into him, exhausted from his friends' ministrations.

Stark agreed with a smirk. "I'm still not satisfied yet, though."

Nodding, Grimmjow chuckled. "Looks like we'll be having more fun tonight, then?"

"Y-You couldn't possibly …" Ichigo gasped, feeling himself get lifted up into Grimmjow's strong arms. "N-No way!"

"Shh, we're just moving you to the bed."

Dumped unceremoniously onto his bedspread, Ichigo blinked up at Grimmjow who hovered over him with the look of a feral beast.

"N-No …" Ichigo placed both palms onto Grimmjow's hard chest and attempted to push him away.

"Be good, Ichi." Stark ran a hand through Ichigo's soft orange spikes. "We've got something good planned for you."

"Wait!"

Trying to ask what they were going to do to him, and how on earth did they plan this, or when did they suddenly become so close – Ichigo was interrupted when Stark began to strip before him.

"You … what are you …"

Stark's body was amazing. Ichigo had seen his friends naked before in the school locker room after gym, but he hadn't been given the chance to ogle openly like this.

The orange haired teen ran his tongue over his lips, feeling all the moisture drain out of his body. Stark had smoothly toned muscles, and his slightly tanned skin glistened with little beads of sweat from their foreplay earlier. He smirked knowingly at Ichigo.

"Like what you see?"

Ichigo didn't have time to reply, because Grimmjow was busily ripping off his own shirt. He threw the gray ribbed tee he always wore over his shoulder, not caring where it fell. Ichigo swallowed, taking in the view before him. If Stark's body was amazing, Grimmjow had the body of a god.

His six pack stood out visibly as he clenched them, balancing on his knees atop the mattress to unbuckle his belt, unzipping his jeans in one fluid motion. Ichigo gulped again, noticing Grimmjow's large, palpable bulge in his underwear.

Stark was tugging down his fly, too. Ichigo's eyes flicked between Grimmjow's now fully released cock – huge! – and Stark's – equally as huge. He felt his own cock give an answering twitch, and his heart raced with excited anticipation.

"God, I wanna be inside you so bad." Grimmjow gripped Ichigo's cock and proceeded to fondle him thoroughly.

"Me too." Stark murmured, massaging Ichigo's sacs with his fingers, round and round in teasing circles.

"Nnn…" Ichigo shut his eyes, absently spreading his legs wider to allow them better access.

He had quickly grown used to their touches already. Grimmjow was gentle but impatient, whereas Stark was loving and tolerant.

"Who do you want first, Ichi?" Grimmjow drawled, shooting Stark a lecherous smirk.

"Do you have to challenge everything?" Stark frowned, leaning over to place a chaste kiss on Grimmjow's lips. "We can't keep pressuring Ichigo all the time."

Grimmjow pulled Stark closer and rewarded him with a deep kiss. With his other hand, he pumped Ichigo, eliciting moans of pleasure from both his friends. Stark's free hand traveled to Grimmjow's cock.

"Mmm … hurry." Ichigo pleaded, humping up against Grimmjow's hand. "I … I can't wait any longer."

"Hear that?" Grimmjow sucked on Stark's bottom lip. "Ichi can't wait for our cocks."

Stark snickered – something he rarely did – and turned to face Ichigo. "Alright, if that's how you want it."

They settled for a sandwiched position, with Ichigo seated in Grimmjow's lap. Their erections rubbed against each other, and Ichigo moaned at the feeling of marvelous friction. Stark sat directly behind Ichigo, rock hard member pressing into his back.

"Ah! Ah …!" Ichigo gasped when Grimmjow prodded at his reddened hole with lube slicked fingers. "Mmm … hurts!"

Stark helped, stroking Ichigo's cock and showering kisses on his shoulders and back to distract him.

"What a lewd hole you have." Grimmjow chuckled, pulling his fingers out. "You sucked and squeezed my fingers so tightly, pulling me further inside … do you really want to be filled this much?"

Fighting his blush, Ichigo effectively shut him up by crashing his lips into Grimmjow's. Stark placed his hands on Ichigo's hips and angled himself before thrusting inside, burying the tip of his cock into the orange haired teen. At Ichigo's yelp of pain, Stark patiently waited for his friend to adjust, prompting Grimmjow to divert Ichigo's attention with another steamy kiss.

Ichigo was feeling more pain than pleasure, this being his first time. He felt like his entire lower half was burning, but he was also throbbing delightfully. Grimmjow was doing an amazing job with keeping his lips and tongue occupied. He loved the way the blue haired male expertly played with his sweet spots, smoothly gliding his tongue over his, and gently running his hands over his skin. The burning pain had lessened to a dull pulsing by now, and Stark was patiently trailing kisses down his back.

"Ah!" Ichigo produced a sharp cry when Stark decided that he had adjusted enough. Just the feeling of Stark's cock thrusting into his soft heat was making him weak at the knees. "Uhn! N-No …!"

Grimmjow watched them intently, his lips parted slightly as he took in the view. "I can't wait anymore, Stark."

"You have to. I'm not pulling out for your sake," Stark replied, gently guiding Ichigo by his hips.

Using one hand, Stark reached out and grasped Grimmjow's cock to placate him. With his thumb, he rubbed at Grimmjow's tip, squeezing with his fingers. Grimmjow's eyes fluttered shut and he bit his lower lip, propping himself up on his elbows as he leaned back.

Thrust after thrust from Stark's steady rhythm was making Ichigo feel lightheaded. He was fully aware of his panting breaths, and the feel of Grimmjow's cock rubbing against his neglected erection. Stark's hand could accommodate both their members, but it wouldn't seem fair that he was receiving double. Vaguely, Ichigo wondered why he thought about the useless, irrelevant things during important times.

"I mean it, I really can't." Grimmjow breathed, straightening up and gripping Ichigo by his hips. "Let me in, too."

Stark shook his head vehemently. "You'll break him!"

"I'll be gentle, promise," replied Grimmjow, sliding his hands under Ichigo's thighs, pushing his legs upward.

Supporting Ichigo's weight, Stark continued to object, but Grimmjow seemed to be in a trance. Guiding his cock to Ichigo's already occupied hole, he pushed.

"Uhn~! D-Don't, no way, you – you can't!" Ichigo gasped, feeling the tip of Grimmjow's cock stretch him out further. "Ah! Ahhh!"

And then Grimmjow was inside, thrusting upward, matching Stark's rhythm. Tears were pooling at the sides of Ichigo's eyes, but the teen wasn't aware of them. Instead, he clutched at Grimmjow's shoulders, nails digging into his flesh as he cried out in a mixture of pain and pleasure. Stark groaned at the added friction from Grimmjow's cock, biting down on his bottom lip as he thrusted faster.

"Oh, mmm!" Ichigo breathed against Grimmjow's shoulder. "Ah! Hya … n-not there!"

"Here?" Grimmjow panted back, pushing in deeper.

Both Stark and Ichigo moaned from the tightness and the heat. Ichigo felt like he was seeing stars dancing across his line of vision. From the way Stark was gripping his hips, it was obvious that he was feeling pretty good too. Grimmjow had his tongue out, panting as he thrust in harder, quickening his pace.

"Fuck … so tight." He groaned into Ichigo's neck between nibbles on his soft skin.

"Mmm," Stark agreed, fingers automatically fondling Ichigo's nipples. "So good."

Ichigo himself was lost, enveloped in the hazy, pleasurable sensations as he allowed Stark and Grimmjow to toy with him. He loved the way Stark whispered sweet nothings into his ear, calming his racing heart. Grimmjow would then vie for his attention, nipping at the sensitive skin on his neck. Ichigo loved how he knew exactly where to tease.

And then the pleasure filled heat grazed right at _that_ spot, and Ichigo positively hollered. Either Stark or Grimmjow just kept hitting his sensitivity meter, filling up the gauge until he felt like he was about to burst into a tiny million pieces. Somewhere at the back of his mind, Ichigo wondered what it would be like to split into millions of tiny Ichigos.

Something kind of snapped inside him, like a switch flipped to the 'full' indicator. Ichigo saw the stars flashing in a larger quantity, and he thought he heard someone release a half-scream, half-moan. Everything just felt so good, so _incredible_, and he was sagging against Stark, with Grimmjow leaning on top of him. They were all panting, and dripping wet with sweat and other things besides.

"… Fuck," Grimmjow whispered, and the other two wordlessly agreed that seemed to summarize it all.

The trio stayed as they were on Ichigo's bed, dozing off, and waking up again. They felt warm, happy, and contented.

"Gotta shower." Stark murmured, planting a kiss in Ichigo's hair. "I stink."

"Lazy." Ichigo murmured back, kissing Grimmjow on the temple. "Don't wanna move."

"Sleepy, but shower sounds good." Grimmjow replied softly, watching both his friends with a satisfied smile. "I want to carry Ichigo."

Dragging them out of bed, Stark stretched and headed for the bathroom, with Grimmjow and Ichigo in tow. They slid into the bathtub, with Ichigo in Grimmjow's lap, both facing Stark, who was busy filling up the tub with bath gel and warm water.

"About this …" Ichigo trailed off, meeting Stark's eyes uncertainly. "We … um …"

"It's all good," Stark answered, sloshing down into a sitting position. "Awkward now, but still good. I feel free; I don't think I have anymore stress left in me."

Ichigo gave him a happy smile. He leaned back to look up at Grimmjow, who was hugging him lovingly. "And what about you?"

"Mmm?" Grimmjow leaned his head against the bathroom tiles. "I feel like doing this for finals, too."

x

**I decided that I love Pocky very, very much. Mmm, Pocky. Can't resist it! :D**


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